ex10-42.htm


    Exhibit
10.42

    


    [Portions herein identified by [****]
have been omitted pursuant to a request for confidential treatment and have been
filed separately with the Commission pursuant to Rule 24b-2 of
theSecurities Exchange
Act of 1934.]

     

    AMENDMENT
NO. 2 TO

    EXCLUSIVE
SALES AND DISTRIBUTION LICENSE

     

    PARTIES

     

    
      	
              1.

            	
              PureDepth,
      Inc. a company incorporated under the laws of Delaware and having its
      principal place of business at 230 Twin Dolphin Drive, Suite D, Redwood
      City, California 94065 together with its subsidiaries PureDepth Limited
      and PureDepth Incorporated Limited (together referred to as
      “PureDepth”).

            


    

     

    
      	
              2.

            	
              SANYO
      Electric Co., Ltd. a company incorporated under the laws of Japan and
      having its head office at 5-5, Keihan-Hondori 2-Chome, Moriguchi City,
      Osaka 570-8677, Japan (into which SANYO Sales and Marketing Corporation
      was merged as of 1 April 2007) and SANYO Electric System Solutions Co.,
      Ltd. a company incorporated under the laws of Japan and having its
      principal place of business at 180 Omori Anpachi-cho, Anpachi-gun,
      503-0195, Gifu, Japan (together referred to as
  “Sanyo”).

            


    

     

    INTRODUCTION

     

    
      	
              A.

            	
              PureDepth
      and Sanyo are parties to an Exclusive Sales and Distribution License dated
      15 December 2005 (“Principal Agreement”) as varied by Amendment No. 1
      dated on or around 26 April 2008 (“Amendment No. 1”) both agreements
      being referred to as the
“Agreement”.

            


    

     

    
      	
              B.

            	
              The
      parties wish to amend the Agreement from 1 June 2009 (“Effective Date”) as
      set out below.

            


    

     

    TERMS

     

    
      	
              1.

            	
              Amendments

            


    

     

    
      	
              1.1

            	
              From
      and including the Effective Date the Agreement is varied in accordance
      with this agreement.

            


    

     

    
      	
              1.2

            	
              Schedule
      1 of the Principal Agreement is amended so that the definition of Term is as
      follows:

            


    

     

    “Term”
means the period starting on 1 January 2006 (“Commencement Date”) and ending on
[****].

     

    
      	 	      
              Clause
      2 of Amendment No. 1 is deleted.

            
	 	 
	
              1.3

            	
              Clause
      2.1 of the Principal Agreement is deleted and replaced by the following
      clause:

            


    

     

    
      	 
      	
              2.1

            	
              For
      the Term, but subject to clause 2.3 and the payment of the agreed sums by
      Sanyo to PureDepth under the terms of this Agreement, PureDepth grants to
      Sanyo a non-exclusive right and license under all the Patent Rights,
      Copyright and Trade Marks to manufacture to PureDepth‘s standard
      specifications and Trade Marks, sell and/or distribute the Products only
      within the Market.

            


    

     

    
      	
              1.4

            	
              Clause
      2 of the Principal Agreement is amended by inserting after clause 2.1 a
      new clause 2.1A as follows:

            


    

     

    
      	 
      	
              2.1A

            	
              Notwithstanding
      clause 2.1:

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      	
              (a)

            	
              PureDepth
      grants to Sanyo an exclusive right and license under all the Patent
      Rights, Copyright and Trade Marks to sell and distribute the Product in
      the Market to[****];

            


    

     

    
      	 
      	
              (b)

            	
              PureDepth
      will not approach the Specified Customers in relation to potential sales
      of the Product to them within the Market during the
  Term.

            


    

     

    
      	 
      	
              (c)

            	
              The
      royalty rate applicable to [****] will [****]
..

            


    

     

    
      	 
      	
              (d)

            	
              PureDepth
      will not grant the right to any other party to sell or distribute product
      incorporating the Product to be launched into the Market prior to 31
      August 2009.

            


    

     

    
      	 
      	
              (e)

            	
              PureDepth
      will notify Sanyo prior to [****].

            


    

     

    
      	 
      	
              (f)

            	
              PureDepth
      acknowledges that Sanyo has a preferred manufacturer position with
      PureDepth in as much as PureDepth will encourage New Licensees to utilize
      Sanyo’s manufacturing expertise in the MLD technology under the reasonable
      conditions of use.

            


    

     

    
      	
              1.5

            	
              Clause
      5.2 of the Principal Agreement is
deleted.

            


    

     

    
      	
              1.6

            	
              Clause
      6 of the Principal Agreement is amended by inserting a new clause 6.4 as
      follows:

            


    

     

    
      	 
      	
              6.4

            	
              Sanyo
      will notify PureDepth prior to entering into an agreement with a customer
      of Sanyo far the supply of the Product or the Sanyo
      Product.  Puredepth will ask .for and Sanyo will promptly
      provide explanation concerning that agreement insofar as it relates to
      Sanyo’s obligations under this
Agreement.

            


    

     

    
      	
              1.7

            	
              Schedule
      1 of the Principal Agreement is amended by inserting at the end of
      Schedule 1 the following:

            


    

     

    Royalty
Rates

     

    For
the portion of the Term to 31 May 2009 the royalty for each unit of Product sold
by Sanyo itself or incorporated into the Sanyo Product is to be calculated at
the rate set out in the annexure to this Agreement being, in relation to
Products or Sanyo Products manufactured by Sanyo:

     

    
      	 
      	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            	
              [****]

            
	 
      	 
      	 
      	 
      	 
      


    

    For
the portion of the Term from 1 June 2009 the royalty for each unit of Product
sold by Sanyo itself or incorporated into the Sanyo Product, will, except as
otherwise agreed in writing between the parties, be:

     

    
      	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            
	
              [****]

            	
              [****]

            


    

     

    These
[****] apply to units sold [****], to total units of Product and Sanyo Product
sold .commencing 1 June 2009.  Where Sanyo enters into a supply
contract with a customer during the portion of the Term from 1 June 2009,
PureDepth agrees that [****].

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
Sanyo renews any contract with any of its customers, [****].

     

    If
Sanyo is negotiating with a major customer or potential major customer for the
sale of Product or Sanyo Product, Sanyo [****].

     

    
      	
              2.

            	
              General

            


    

     

    
      	
              2.1

            	
              Except
      as expressly varied by this agreement, in all other respects the Agreement
      is confirmed.  The variations in this agreement are without
      prejudice to rights and obligations accrued prior to the Effective
      Date.

            


    

     

    
      	
              2.2

            	
              Each
      party will do all things and execute all documents reasonably required in
      order to give effect to the provisions and intent of this
      agreement.

            


    

     

    
      	
              2.3

            	
              This
      agreement is executed and interpreted in the English language
      only.  No translation of this agreement into any language will
      be of any force or effect in the interpretation of this agreement or in a
      determination of the intent of any of the parties to this
      agreement.

            


    

     

    
      	
              2.4

            	
              SANYO
      Electric System Solutions Co., Ltd., hereby guarantees the performance and
      compliance with the rights and obligations under this agreement on behalf
      of SANYO Electric Co., Ltd.

            


    

     

    
      	
              SIGNED:

            	 
      	 
      
	 
      	 
      	 
      
	
              SIGNED
      by PureDepth, Inc.

            	
              )

            	 
      
	 
      	
              )

            	
              /s/ Andy L. Wood

            
	 
      	 
      	
              Chief
      Executive Officer

              May
      29, 2009

            
	 
      	 
      	 
      
	
              SIGNED
      by SANYO Electric 

            	
              )

            	 
      
	
              System
      Solutions Co., Ltd 

            	
              )

            	
              /s/ Tsutomu Fujita, Director

              May
      28, 2009